CREDIT APPLICATION-TERMS AND CONDITIONS OF SALE
All sales by Nucor-Yamato Steel Co. (“Nucor”) are made subject to
the following terms and conditions. Nucor expressly rejects any different or
additional terms or conditions contained in any documents submitted by Buyer.
Nucor's provision of credit, acceptance of any purchase order and/or sale of
any goods are expressly made conditional on Buyer's assent to these terms and
conditions. All orders by Buyer may be
accepted only upon issuance of Nucor’s sales order acknowledgement.
1. Except
as otherwise agreed in a writing signed by Buyer and Nucor, the applicable
Nucor sales order acknowledgement, together with these terms and conditions
constitute the entire agreement between Nucor and Buyer relating to the sale of
such goods by Nucor. Terms or conditions
contained in any document issued by Buyer that in any manner purport to alter,
modify, change, suspend, or add to any term or condition contained herein shall
be deemed excluded from such Buyer document and waived by Buyer. Nucor and
Buyer expressly agree that Nucor may modify these terms and conditions from
time to time, and such modifications shall be binding upon Buyer.
2. The
purchase price of the goods shall be as stated on the face of the applicable
Nucor sales order acknowledgement; provided, however, that if Nucor announces a
general price increase, the purchase price shall be revised to include such
price increase. Nucor may in its sole
discretion add a surcharge to the price of goods predicated upon increases in
the cost of raw materials or energy.
Such surcharge may be adjusted by Nucor periodically to reflect a change
in such costs.
3. Buyer
cannot modify, cancel, or otherwise alter orders without Nucor's written
consent. Any such cancellation, modification,
or alteration shall be subject to conditions as negotiated at such time, which
shall include protection of Nucor against loss.
4. All
deliveries are EXW (Incoterms 2000) loaded Nucor’s shipping facility, freight prepaid
or freight collect to destination. If
shipped freight prepaid, the charge for freight will be added to the
invoice. Neither freight charges nor tax
is subject to any discount. Risk of loss
or damage in transit shall be borne by Buyer, and claims shall be made directly
with carrier. Buyer may pick up the
goods at Nucor’s shipping facility provided Buyer does so within 10 days after
the date Buyer is notified of the availability of goods. Nucor reserves the right to ship without
further notification at any time after the 10-day period. Buyer shall indemnify and hold harmless Nucor
from and against any claims, damages or liabilities suffered by Nucor resulting
from any acts or omissions of carrier.
5. Delivery
dates are approximate. Nucor shall not
be responsible for non-shipment of goods or delays in delivery or performance
due to causes beyond its reasonable control, including, but not limited to,
acts of God; acts of Buyer; strikes or other labor disturbances; Nucor’s
inability to obtain, or material increases in the cost of, fuel, raw materials
or parts; delays in transportation; repairs to equipment; fires; or
accidents. Acceptance of goods upon
delivery shall constitute a waiver by Buyer of any claim for damages on account
of non-shipment or delays in delivery or performance.
6. SUBJECT
TO STANDARD MANUFACTURING VARIATIONS, NUCOR WARRANTS THAT THE GOODS FURNISHED
HEREUNDER SHALL MEET SPECIFICATIONS SET FORTH ON THE FACE OF THE APPLICABLE
NUCOR SALES ORDER ACKNOWLEDGEMENT. NUCOR
MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY EXCLUDES ALL
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. No
claim for damages for goods that do not conform to specifications will be
allowed unless Nucor is given immediate notice after delivery of goods to the
first destination to which they are shipped and allowed an opportunity to
inspect them. Goods for which damages
are claimed shall not be returned, repaired, or discarded without Nucor's
written consent. BUYER'S EXCLUSIVE
REMEDY AGAINST NUCOR, AND NUCOR'S SOLE OBLIGATION, FOR ANY AND ALL CLAIMS,
WHETHER FOR BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR
OTHERWISE, SHALL BE LIMITED TO NUCOR'S REPLACING GOODS THAT DO NOT CONFORM TO
SPECIFICATIONS OR, AT NUCOR'S OPTION, REFUNDING THE PURCHASE PRICE. IN NO EVENT SHALL NUCOR HAVE ANY LIABILITY
FOR DAMAGES IN AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE GOODS SOLD
HEREUNDER, NOR SHALL NUCOR HAVE ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES.
8. If,
in Nucor’s opinion, Buyer’s credit becomes impaired, Nucor may suspend
performance until such time as Nucor has received full payment for any goods
already delivered or in process and is satisfied (in its sole discretion) as to
Buyer's credit for future deliveries. If
Nucor suspends performance and later proceeds with such order, Nucor shall be
entitled to such extension of time for performance as is necessitated by the
suspension.
9. All
taxes of any kind levied by any federal, state, municipal or other governmental
authority, which tax Nucor is required to collect or pay with respect to the
production, sale, or shipment of goods sold to Buyer shall be the
responsibility of Buyer. Buyer agrees to
pay all such taxes and further agrees to reimburse Nucor for any such payments
made by Nucor.
10. Checks
or payments, whether full or partial, received from or for the account of
Buyer, regardless of writings, legends, or notations upon such checks or
payments, or regardless of other writings, statements, or documents, shall be
applied by Nucor against any amount owing by Buyer with full reservation of all
of Nucor's rights, without an accord and satisfaction of Buyer's liability.
11. In
the event Buyer fails to make payment to Nucor, or any affiliate of Nucor, of
any amounts due and owing to Nucor or such affiliate (including any applicable
surcharge or freight charge), Nucor shall have the right to terminate any Buyer
order or any unfulfilled portion thereof, and Nucor or any affiliate thereof
may terminate any other agreement between Nucor or such affiliate and
Buyer. Nucor may charge interest on the
outstanding balance at an annual rate of 12% or the highest rate allowed by law
(whichever is less). Nucor shall have
the right to employ an attorney to collect the balance due, and Buyer agrees to
pay all collection costs incurred by Nucor, including its reasonable attorneys’
fees.
12. This
agreement shall be governed by the laws of the state in which Nucor’s shipping
facility is located. Buyer, acting for
itself and its successors and assigns, hereby expressly and irrevocably
consents to the exclusive jurisdiction of the state and federal courts of that
state for any litigation which may arise out of or be related to this
agreement. Buyer waives any objection
based on forum non conveniens or any
objection to venue of any such action.
13. Nucor reserves
the right to enforce these terms and conditions at any time and none shall be
deemed waived unless such waiver is in writing signed by a duly authorized
officer of Nucor. All rights and
remedies granted herein are in addition to all remedies available at law or in
equity.
THE UNDERSIGNED HEREBY MAKES
APPLICATION FOR CREDIT AND AGREES THAT THE EXTENSION OF CREDIT AND SALE OF
PRODUCTS BY NUCOR TO BUYER ARE EXPRESSLY CONDITIONED UPON BUYER’S ASSENT TO THE
FOREGOING TERMS AND CONDITIONS OF SALE FOR ALL CURRENT AND FUTURE PURCHASES
FROM NUCOR. BUYER ACKNOWLEDGES RECEIPT
AND ACCEPTANCE OF THE TERMS AND CONDITIONS OF SALE, WHICH MAY ONLY BE MODIFIED AS PROVIDED
THEREIN. THE UNDERSIGNED AUTHORIZES
NUCOR TO INVESTIGATE BUYER’S CREDITWORTHINESS, INCLUDING A REQUEST FOR A CREDIT
REPORT, TO WHICH BUYER SPECIFICALLY CONSENTS.
COMPANY NAME:
__________________________________________________ DATE: __________________________
AUTHORIZED SIGNATURE:
__________________________________________
PRINT NAME & TITLE:
______________________________________________
